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PEET LIMITED AGM Information 2006

Oct 15, 2006

65600_rns_2006-10-15_5bd5578e-cc80-4481-9270-80e453f8aedd.pdf

AGM Information

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PEET LIMITED

A.B.N. 56 008 665 834

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

A PROXY FORM IS ENCLOSED

Please read the Notice and Explanatory Memorandum carefully.

If you are unable to attend the meeting please complete and return the enclosed proxy form in accordance with the specified instructions.

Peet Limited

A B N 56 008 665 834

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Peet Limited ("the company") will be held at the Parmelia Hilton Perth hotel, 14 Mill Street, Perth, Western Australia on Wednesday 15 November 2006 at 10.00 AM (WST).

Agenda items

Ordinary business

1 Financial report

To receive and consider the financial report of the company and the reports of the directors and auditors for the year ended 30 June 2006.

$\overline{2}$ Re-election of directors

To consider, and if thought fit, to pass the following resolutions as ordinary resolutions:

  • That Anthony Wayne Lennon, being a director of the company who a) retires by rotation under rule 8.1(d) of the company's constitution, and being eligible, is re-elected as a director of the company.
  • b) That Graeme William Sinclair, being a director of the company who retires by rotation under rule 8.1(d) of the company's constitution, and being eligible, is re-elected as a director of the company.

$\overline{3}$ Adoption of Remuneration Report

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

That the company's Remuneration Report for the year ended 30 June 2006 be adopted.

Note: The vote on this item is advisory only and does not bind the directors or the company

4 Other Business

To transact any other business which may be brought before the meeting in conformity with the Corporations Act, 2001 and the company's Constitution.

Explanatory memorandum

Shareholders are referred to the explanatory memorandum accompanying and forming part of this notice of meeting.

Entitlement to vote

It has been determined that under the Corporations Regulations 7.11.37, for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are the registered holders at 10.00am (WST), 13 November 2006. Accordinaly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

A shareholder entitled to attend and vote has a right to appoint a proxy. The proxy does not need to be a member of the company. A shareholder that is entitled to cast 2 or more votes may appoint up to 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder's votes.

A Proxy Form (with signing instructions) accompanies this Notice and to be effective must be received at the company's corporate registry. Computershare Investor Services Pty Ltd,

  • In Person: to Level 2, 45 St Georges Terrace, Perth, WA $\bullet$
  • By Mail: to GPO Box D182, Perth, Western Australia 6840, or $\bullet$
  • By Facsimile: 61 8 9323 2033 $\bullet$

by no later than 10.00am (WST), 13 November 2006.

By Order of the Board

Dated: 12 October 2006

Netto

Dom Scafetta Company Secretary

Peet Limited

A.B.N. 56 008 665 834

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Memorandum has been prepared to assist shareholders to understand the business to be put to shareholders at the forthcoming Annual General Meeting.

Ordinary business

4 Financial report

The Corporations Act requires:

  • the reports of the directors and auditors; and
  • the annual financial report, including the financial statements of the company for the year ended 30 June 2006.

to be laid before the Annual General Meeting. The Corporations Act does not require a vote of shareholders on the reports or statements. However, shareholders will be given ample opportunity to raise questions or comments on the reports and statements at the meeting.

The financial report for consideration at the meeting will be the full financial report.

It would assist the company if any questions about the financial report or the audit were submitted in writing before the meeting, by sending them to the Company Secretary in the enclosed reply paid envelope by 6 November 2006.

$\overline{2}$ Re-election of directors

ASX Listing Rule 14.4 provides that a director (other than the Managing Director) must not hold office (without re-election) past the third Annual General Meeting following his or her appointment or 3 years, whichever is longer.

Further, rule 8.1(d) of the company's Constitution provides that, if after excluding the Managing Director and directors appointed since the last Annual General Meeting, the number of directors is 5 or less, then 2 of the remaining directors must retire from office or, if the number is more than 5, one third of those directors (to the nearest whole number) must retire from office.

Anthony Wayne Lennon and Graeme William Sinclair retire by rotation and offer themselves for re-election.

The experience, qualifications and other information about the candidates appear on the next page.

ANTHONY WAYNE LENNON. (Age 65) is Chairman of Peet and is a member of the Remuneration Committee and the Audit & Risk Management Committee.

Mr Lennon has been a Director since 1985 and controls a major shareholding in Peet. He was Executive Chairman until 2004. He has more than 40 years broad experience in the property industry. He is a qualified valuer and has had many years experience in various classes of property.

Mr Lennon is a Fellow of the Australian Institute of Company Directors and an Associate of the Australian Property Institute.

Mr Lennon has also been involved extensively in community roles. He was Chairman of the Perth Inner City Living Task Force and also Chairman of the Residential Densities Review Task Force, both appointments by the Government of Western Australia.

He is a former President and Councillor of the Shire of Peppermint Grove in Western Australia. He has served as Deputy Chairman of the National Australia Day Council and Chairman of the Australia Day Council of Western Australia.

Mr Lennon has a relevant interest in 70.010.448 fully paid ordinary shares in Peet or 35% of the ordinary shares on issue.

GRAEME WILLIAM SINCLAIR, BComm, CA, ACIS, FAICD (Age 59), is an Independent Non-Executive Director of Peet and is Chairman of the Audit and Risk Management Committee and a member of the Remuneration Committee.

Mr Sinclair is a qualified Chartered Accountant with over 30 years experience in investment and wealth management services including property investment. He has been a Director of Peet since 16 June 2004.

After completing his qualification with Peat Marwick Mitchell & Co (now KPMG) in 1971, he transferred to the firm's London office.

Mr Sinclair joined the Myer family group in 1973 and is currently the Managing Director of The Mver Family Company Pty Ltd and group Chief Executive Officer. The group comprises investment companies and provides ASIC-licensed financial services through The Myer Family Office Ltd and its subsidiaries. He is also a Director of several private companies.

Additionally, he has been involved in philanthropic activities including positions as Secretary of The Myer Foundation and The Sidney Myer Fund.

Mr Sinclair has a relevant interest in 50,000 fully paid ordinary shares in Peet or 0.02% of the ordinary shares on issue.

$\overline{3}$ Adoption of Remuneration Report

Section 250R(2) of the Corporations Act requires a resolution adopting the remuneration report must be put to the vote. The Remuneration Report is set out on pages 35 to 44 of the Annual Report.

Shareholders are advised that the vote on this item is advisory only and does not bind the directors or the company.

Shareholders are invited to submit written questions in relation to the Remuneration Report to the Company Secretary, to be received by the Registry by 6 November 2006. The enclosed envelope may be used for this purpose.

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